|
 |
|
|
|
|
|
The role of GE’s Board of Directors is clear: to oversee how management serves the long-term interests of shareowners and other stakeholders. To do this, GE’s directors have adopted corporate governance principles aimed at ensuring that the board remains informed, independent and involved in your company. GE’s goal is to have two-thirds of its board be independent under a strict definition. Today, 12 of GE’s 16 directors meet that standard.
In 2003, the board changed compensation policies to further align the long-term interests of our executives and shareowners. Most prominently, the equity compensation of GE’s CEO will consist entirely of performance share units that will vest only if specific long-term performance goals are met. The change reflects the board’s belief that the CEO of GE needs no retention compensation and that his or her equity compensation should be focused entirely on performance. In addition, non-employee directors now receive 60% of their compensation in deferred stock units that do not vest until one year after they leave the board.
GE’s governance principles are published in the Governance section of the GE Web site at www.ge.com/governance.
Meetings
The GE board held 13 meetings in 2003. In December, the board voted to increase GE’s quarterly dividend for the 28th consecutive year. The Audit Committee, composed entirely of independent directors, held 11 meetings to review the activities and independence of GE’s external auditors and the activities of GE’s internal audit staff. It also reviewed GE’s system of disclosure controls and procedures—including internal control over financial reporting—and compliance with key GE policies and applicable laws. The Management Development and Compensation Committee, composed entirely of independent directors, reviewed in nine meetings all executive compensation plans, policies and practices, changes in executive assignments and responsibilities, and key succession plans. The Public Responsibilities Committee, in three meetings, reviewed GE’s litigation matters and GE’s policies on charitable contributions.
Gary Rogers and Andy Sigler
In anticipation of his retirement later this year after more than 37 years of outstanding service to GE, Gary L. Rogers stepped down from the board and his role as a Vice Chairman in December 2003. He will continue to serve the company as a senior advisor until he retires this December.
Andy Sigler, a GE director for 20 years and the board’s current presiding director, has announced his intention to retire in 2004. Andy’s vast business knowledge and experience, and his determination to help make GE a leader in governance, have served GE well. Ralph Larsen, former chairman and CEO of Johnson & Johnson, has agreed to succeed Andy as chairman of the Management Development and Compensation Committee and presiding director.
|
|
